Episode 3: By the Power of Toon World P3
by ClassicCartoon27
Summary: Tony is your average 14 year old with a love of cartoons. What will happen when he finds out they are real?
1. Prologue: The Recap

The following story is based off the childhood fantasies of two brothers who watched way too much television in their day. This story is actually the first part of a series we're hoping to do featuring our original characters and favorite cartoons. Part 3 concludes the Toon Master's origin story. Enjoy and tell us what you think.

_The author does not own any existing cartoon characters, products or locations used in this story. The author is not receiving any monetary gain from this story. No copyright infringement in intended. Any resemblance of original characters, products or locations to real life is purely coincidental. _

**In the last episode, Penny and Tom brought a very bewildered Tony to the Toon World, where all cartoon characters live. They took Tony to the Toon Palace where they met the King of the Toon World and two other teenage Toons, Jim and Mary who, along with Penny and Tom, make up the Super Stars: a group of super heroes who protect the Toon World from the evil Dr. Claw and his army of M.A.D. agents. **

**Tony discovered that not only is Penny Inspector Gadget's niece, she is also the Princess of the Toon World. The King and the Super Stars explained to Tony that his Grandfather, Theodore, was the Toon Master, the hero of all heroes: A Toon of great power who fought against Dr. Claw years ago. **

**They introduced Tony to Mike, head scientist of ACME Labs who showed Tony a golden sword known as the Toon Sword. This sword is the source of the Toon Master's powers and Tony had been brought to the Toon World to see if the Toon Sword will choose him to be Toon Master. (Have I said the word "Toon" enough times, or what?) Tony was thrilled: this was a dream come true for him. However, Penny was afraid Tony was not taking the position of Toon Master seriously enough. Just then, a huge explosion rocked ACME Labs. **

**And now, on with the story. **

**Whew. Can I get drink? That was a long speech.**


	2. Chapter 1: Super Star Power

**Episode 3 – By the Power of Toon World-Part 3 **

_"Courage of the heart is very rare. The stone has a power when it's there."_

_--- Nicodemus. The Secret of NIHM. 1982_

**BOOM!**

**BOOM!**

"Can somebody get that?" asked Tom as he lay sprawled on the floor.

"It's not the doorbell, Tom," replied Jim, who had fallen on top of Tom.

As the others were picking themselves up, Mike rushed out of the sword chamber and into a control room with many blinking lights, a giant screen on one wall, and a cappuccino maker. Several lab workers in white coats with the Toon World flag etched on the breast pocket were seated at desks with computer monitors, frantically typing away.

"Quick, I need a status report!" shouted Mike as Tony, the Super Stars, and the King rushed into the room.

Several lab assistants spoke at once.

"It's Dr. Claw's forces! They're attacking!"

"All automatic defenses are down!"

"Shields at 50%."

"The dry cleaners called. They can't get those coffee stains out of your blue jacket!"

The King looked grave. "This is horrible."

"You're telling me," said Mike. "I was supposed to wear that jacket to the Annual Inventor's Club meeting on Thursday."

Ignoring Mike, Penny marched forward to the large wall screen. She pushed a few buttons and an image of the outside of the palace blazed onto the screen. It was like something out of an old war movie. Thousands of soldiers in skin-tight black uniforms and wearing black head masks could be seen rushing up the hill to the palace. There were big fat ones, tall thin ones, and even short stumpy ones, but they all looked deathly dangerous. Nothing was going to stand in their way. Tony recognized them from their uniforms. These were undeniably M.A.D. agents, but they were clearly not the M.A.D. agents Tony knew from TV. Those agents that were already close to the palace were pitched in fierce combat with the palace guards. On the screen, one agent was facing off against a guard when the guard struck with his sword and cleaved the agent right in two at the waist. Tony was about the turn his head, wanting to avoid the expected image of spilled blood and guts, but instead he saw sparks, thick metal cables, and oil spilling out of the slain agent. They were robotic. Even as Tony made this startling revelation, the agent's upper half, which had fallen to the ground, reached out his arm which extended at least five feet right in front of Tony's eyes. The agent's fist hit the guard squarely in the jaw before a second guard could come and finish off the agent.

The guards were fighting heroically using what might be classified as primitive weaponry: swords, shields, spears and crossbows. But this was Toon World and nothing in a cartoon is exactly what it seems. As Tony watched the battle unfold, he saw instances where the guard's swords would glow blue for an instant before releasing a powerful energy blast that would knock the M.A.D. agents back. Thrown spears that hit the ground would explode a few seconds later, taking out several agents at the same time, reducing them to scattered piles of scrap. The crossbows were shooting arrows made out of pure energy that moved faster than any normal arrow and were able to easily penetrate the agent's metallic skin.

However, despite all this impressive power, the guards were being quickly overrun. There were just too many agents. For each one that was destroyed, two more scrambled over the hill to join the fighting. The bodies of unconscious guards littered the landscape as the M.A.D. agents drew ever closer.

By this time, everyone had gathered around the screen to watch the battle.

"Look at them all," gasped Mary. "Dr. Claw has never sent that many agents to attack us before."

"He must be getting desperate to get his hands on the sword," mused the King. "He's been waiting a long time and…well, Claw never was the patient type."

"Slag it," swore Penny. "Our biggest fight ever is upon us and we still don't have a Toon Master."

"Uh, hello," said Tony. "I'm here. I can help."

Everyone turned to look at him. "You?" scoffed Penny. "The Toon Sword hasn't even chosen you yet. Besides, even if it had, what to you know about fighting?"

Tony, feeling slightly abashed, looked down. He thought for a moment. "Well, I have seen every episode of Teenage Mutant Ninja Turtles at least twice."

"Well, with credentials like that, how can we lose?" asked Jim sarcastically.

"Look, I can help."

"How?" asked Penny. "By throwing banana peels and cream pies at them?"

"Hmmm. Cream pies," muttered Tom.

"Well, I…"

"Listen, Tony," said Mary soothingly. "You're not trained and you still don't know everything about our world. It will be safest for you to stay here. We will handle this."

"Right!" said Penny, nodding in agreement. "Let's move it, Stars!"

"You're weapons," said Mike, pressing a button on the control panel. A section of the panel slid open to reveal a highly polished samari-type sword, a studded mace with a wooden handle, a short green rod which looked to be made of plastic, and a pair of long, sharp sai. "Just had 'em charged up."

"Thanks, Mike." Penny took the sword, Tom grabbed the mace, Jim took the rod and Mary took the sai. The four teenagers lined up, raised their weapons over their heads and shouted "SUPER STAR POWER." There was a flash of multicolored light that blinded Tony for a second before subsiding. Where Penny, Tom, Jim and Mary once stood were now four very different looking people.

Penny was now dressed in a deep blue martial arts fighting uniform that looked Japanese in style. A sheath for her sword hung at here hip. Tom's muscle mass had nearly doubled in size. His shirt was replaced by a metal breast plate similar to He-Man's and he wore a pair of shorts and boots made out of fur. Jim was dressed in a green jumpsuit, complete with green sneakers and a green and white striped headband. His rod had stretched and was now as tall as he was. Mary was now dressed entirely in black, like a ninja, with a black headband and a black face mask which covered her mouth, but left her eyes exposed.

"WOW!" exclaimed Tony. "Now that's what I'm talking about. Super hero transformations. So cool."

Penny addressed her father. "We'll need The Impossibles' help and anyone else you can round up."

"We'll send everyone up right away," said the King in a resigned voice. Although he made no move to do so, it was clear he wanted to prevent his daughter from going out into danger.

Penny nodded once then ran out of the lab; the other Super Stars following close behind. The King left a moment later to gather whatever help he could find and Mike turned his concentration back to the monitor. Neither of them saw Tony slip out of the room and head down the hall towards the chamber that held the Toon Sword.


	3. Chapter 2: Battlegrounds

Outside the palace, the battle raged fiercely on. Finally, all of the M.A.D. agents had crested the hill to the royal palace and were swarming in the front yard before the closed castle gates like a colony of ravenous ants approaching a picnic basket. All palace guards had either fallen or retreated to the soon-to-be-breached safety of the palace. Slowly the crowd of mechanical agents parted to allow two lone figures through. One was dressed in a layer of dark gray armor with spiked shoulders, metal gauntlets, and steel-toed boots that clanged as he walked; even on the soft grass. A black and yellow battle axe with a handle like the barrel of a gun hung at his hip. The other figure also wore armor, but this was thin leather armor that covered his arms, legs, and chest. Underneath the armor, he was wearing a colorful assortment of clothing; it was almost like he was wearing a patchwork quilt instead of a shirt and pants. In his right hand was a lance that was just as colorful with strips of green, red, yellow and white spiraling along its length. These two were Smithe and Max: teenage generals of Dr. Claw's robotic army. They performed Claw's evil will across the vast reaches of Toon World.

Smithe surveyed the castle grounds unhurriedly and with great contempt. As he slid his axe from the loop on his belt, he turned to Max and said in a very cool voice, "Well, Max, it's been a long time in coming, but we made it. The palace is finally ours."

Max tried to look pleased, but all he could manage was a nervous smile. As usual, he was quite agitated and kept looking around as if expecting something to pop out of thin air. "Let's just hurry up and do this," he said in a shaky voice. "I'll feel a lot better when this is over. Do you realize how many super heroes they could have hiding in the palace right now?"

"Exactly: hiding. They're all afraid of the mighty M.A.D. organization. None of the heroes in Toon Town even resisted us."

Max tilted his head at Smithe. "That's because they don't know we're here since we landed the cruiser on the far side of the hill where no one could see us, O Mighty One."

"You know perfectly well the only reason we did that was because it's impossible to find a parking spot in the city at this time of day," spat Smithe at a smirking Max.

"We could have gone to a parking garage."

"For twelve bucks an hour?! Yeah right. Anyway, the point is, there is no one in that castle that can stand up to us." And with that, Smithe swung his axe around so that he was holding the blade (though not getting cut by it) and the barrel-like handle was pointed towards the barred gates. Taking aim, Smithe pressed a hidden trigger on the blade and a blazing red laser shot out of the handle and blew a gigantic hole right through the gates.

"All right, boys!" shouted Smithe. "Their casa is now our casa."

"Not just yet, it's not."

"Huh?"

**The army of M.A.D. agents watched as the smoke from the laser blast cleared to reveal the Super Stars standing in the entrance, defiantly barring the way.**

Penny raised her hand and said, "This is as far as you go."

Mary agreed, "You are not setting foot in this palace."

"Yeah," said Tom. "You didn't wipe your feet and the floor just got mopped."

"How about if we wipe the floor…WITH YOUR FACES." Smithe raised his axe high and shouted, "AGENTS ATTACK!"

The first dozen agents leaped forward to push past the Super Stars, but the heroic teens were already at the foot of the moat bridge, bringing the battle to the agents. Before the two sides could meet, Tom pounded the ground with both fists, using his super strength to cause a small earthquake that knocked the charging agents off balance. Mary took the opportunity to leap ahead and take down three agents is less than five seconds with a series of precise stabs of her sai. Before any of the other agents could react, she had already leapt out of the way and was replaced by Jim, his green staff a whirling blur. Machine guns popped out of the agents wrists and they opened fire, but Jim managed to block all the bullets. Moving forward, he decapitated another couple of agents. One of the agents, a robot with arms twice as thick as Jim's waist, had managed to get behind Jim and was about to put a headlock on him when he was suddenly lifted into the air. It was Tom. He threw the agent into the air towards Penny who deftly cut the evil robot in half with her sword. She jumped high into the air - Jim, Tom, and Mary knew what was coming next and immediately got out of her way. Penny pointed her sword down at the half dozen agents left and shouted "FIRE". A stream of intense fire shot out from the point of her sword and engulfed the agents who quickly melted into puddles of quicksilver.

Penny landed lightly on her feet and smirked at Smithe and Max. "Is that all you got?"

Smithe smirked right back. "Not even close."

Max beckoned to the rest of the waiting agents. "Attack! Everyone attack!"

Surging forward, the entire army of M.A.D. agents rushed forward to do the two general's bidding and the Super Stars met them head on with all the power they could muster. Penny shot more fire at the agents as well as jets of water and gusts of wind that blasted apart and blew away dozens of agents at a time. Jim used his staff, which he could extend at will, to knock down agents over twenty feet away. Tom simply used his strength to barrel through the agents and trample any that fell before him. Crude, perhaps, but effective.

Mary had somehow gotten separated from others and was now being surrounded by a small gang of agents. They snickered to each other since they were sure they had Mary cornered. However, they did not count on Mary's ninjitsu training which allowed her to focus the energy in her body to perform some fantastic feats, such as duplicating herself. After a quick series of hand gestures, several clones that looked exactly like Mary appeared from puffs of smoke. The M.A.D. agents were confused for just a minute before attacking these other Marys. It didn't take them long to discover that these clones were really just shadows; their punches and bullets went right through them. While the shadows were keeping the agents busy, the real Mary silently slipped among them and effectively took out the entire group.

**Seeing as their robotic henchmen were no match for the Stars, Smithe and Max decided that it was time for them to join the fight.**

"Smithe," said Max, "I think we'd better join the fight."

**I just said that.**

"If you want something done right…" sighed Smithe and then he charged straight for Jim, who had just been knocked down, and raised his axe high over his head to cleave Jim in two, but just before he reached the young hero, Smithe heard a shout coming from the direction of the palace gates.

"Yo, Paul Bunyan. You better get away from him."

Smithe turned to see Tony standing in the archway of the palace gates. Tony's hands were behind his back like he was hiding something.

Smithe's eyebrows rose up in a look of bewilderment. "Who the heck is this kid?" Smithe turned to Max, as if he would know, but Max just shook his head.

"I dunno."

Without a word, Tony pulled the Toon Sword from behind his back and brandished it at the two generals. "I'm here to help my friends. You villains will fall before our awesome power. Make it easy on yourselves and give up now while you still have a chance."

Smith and Max looked at each other for a minute, then burst out laughing. They laughed so hard, tears rolled down their faces. Tony's confident air never wavered. He figured that after watching so many super heroes in action on television, actually being a hero would be no problem. He would show the Stars that he had what it took to be Toon Master.

However, the Super Stars were not too impressed so far. They were shocked and angry that Tony would take the Toon Sword, the one advantage they had against Dr. Claw, away from the protection of the palace. They all started to shout at Tony to leave, run, take the Toon Sword back to the Lab, but he paid them no heed. Instead, he ran at full speed across the palace bridge straight at Smithe and Max, the Toon Sword raised awkwardly in the air. Max had recovered from his laughing fit just enough to extend his lance out and trip Tony, causing him to fall face first on the ground.

"Careful there," said Max with mock concern. "You wouldn't want to hurt yourself."

"This kid has no idea what he just stumbled into," chuckled Smithe. He grabbed the collar of Tony's shirt and lifted him up so that Tony's toes were dangling just above the ground. Tony struggled, but couldn't free himself from Smithe's grip, but Smithe suddenly let go and Tony stumbled backwards several steps to keep his balance. Smithe gestured to the Toon Sword, which was laying on the ground to Tony's right. After a moment's hesitation, Tony scooped it up and tried to look heroic while also trying not to fall over because of the heavy sword.

Smithe held out his hand and beckoned Tony to come closer. Tony was getting angry now and recklessly charged at Smithe. With a casual wave of his hand, Smithe backhanded Tony and sent him flying through the air.

"Oh look, Max," said Smithe, as if he had just seen something interesting. "Our new friend has left us a present." Max nodded down at the ground where the Toon Sword had fallen.

"Who was that?" asked Max as he jogged over to Smithe's side. "New palace intern?"

"Who cares? Claw's gonna be ecstatic when he sees this." Smithe held the Toon Sword out at eye level.

Max grinned greedily. "I smell a promotion."

Suddenly, something hit Smithe's hand. He yelped, dropped the Toon Sword and both he and Max turned to see Jim pointing his staff at them.

"Didn't you mother's ever tell you not to play with sharp objects?"

Smithe drew his axe. "Are you kidding?" Smithe lunged at Jim who was able to parry the blow, but the strength of Smithe's attack forced Jim back several steps. Smithe kept on coming, forcing Jim back even further. Mary rushed to Jim's side and together the two super teens managed to hold off Smithe.

Max was looking at the three of them battle when it occurred to him that he really should secure the Toon Sword. He was too late though. He looked down and saw the sword was gone.

"Huh, hem."

Penny and Tom were behind him. Penny placed the Toon Sword in a scabbard on her back, then she and Tom attacked Max. Max was never good at hand-to-hand combat; he wasn't as strong as Smithe, so he preferred long range attacks. Thus, he stayed put and summoned the power of his lance. Flames surrounded his lance, like they did with Penny's sword, but these flames were at least twice as big and even hotter. Swinging his lance, Max threw long waves of flame at Penny and Tom. They managed to dodge the flames, but not without smelling their own burnt hair.

"I got this one," said Tom. He clicked a switch on his mace and the spiked ball detached from the handle to reveal a long steel chain. Tom whirled the ball and chain around his head and launched the ball at Max, but Max was too fast. A strong gust of wind blew from his lance, blowing the spiked ball back at Tom who became tied up by the chain as the ball spun around him and finally hit him right in the head. Tom fell to the ground, dazed. "Like I said, I got it."

Tom was down for the count, but while Max busy with him, Penny had closed the gap and rained a fury of punches down on the evil general.

Meanwhile, Tony had flown at least twenty feet, screaming the whole time, until he landed with a loud "Oof" on something soft. Tony groaned and checked himself for any broken bones. He ached everywhere. "Maybe if I was 100% Toon, that might not have hurt so much." Tony raised his right hand to rub his head when he noticed his fingers were covered in some kind of sticky red liquid. "What the heck did I land on?" Tony looked down and saw that he was sitting on a pile of bodies.

In a flash, Tony jumped up and backed away in horror. There were three bodies in the pile all laying face down; all dressed in palace guards uniforms. The red liquid was obviously blood. Once Tony realized this, he frantically scrubbed his hand against the ground in a desperate attempt to wash the blood off. Drawn by some morbid curiosity, Tony stepped closer to the bodies and saw that they each had small round holes going right through their chests. Steam was still leaking out of the holes from the burnt flesh.

A look of terror and horror was on Tony's face. "This…this can't be. Toons can't die. They can't die!" It was a helpless plea into the wind.

"I wish that were true."

Tony spun around. He hadn't even noticed Penny coming up behind him. She was dirtied and bruised from fighting the M.A.D. agents and Smithe and had somehow been able to make her way over to where Tony had landed. She ignored Tony and stared down at the slain guards with sorrow.

"Toons can't die, can they?" asked Tony in a very small voice. He was practically begging.

Penny was slow to answer. "Yes, Tony, they can. Untold numbers of Toons die every day because of Dr. Claw and his retched armies. My uncle might be dead because of him and he'll kill my father for sure if he ever gets the chance. These guards died honorably, protecting the palace, our one last sanctuary that was safe from Dr. Claw." Suddenly she rounded on Tony, angry tears in her eyes. "A sanctuary that you stupidly took the Toon Sword out of so that Claw's henchmen could take it at their leisure."

Tony stuttered, "I…I was…only trying to help." His voice trailed off as he looked away from Penny's accusing face.

"Do you still think this is some kind of game, Tony? Or do you see this war now for what it is: a fight for our freedom and our lives. Look." Tony reluctantly looked back at the bodies of the fallen guards. "Three pointless deaths because Claw wants this sword, but these deaths are nothing compared to what Claw will do if he gets it. That is what the Toon Master is supposed to prevent. We went to Earth with the slim hope that the grandson of one of the best Toon Masters there ever was would have the right stuff to help us. We were wrong."

Before Tony could protest, Penny thrust the Toon Sword into his hands. "Take this sword back to Acme Labs and then hide in the palace. We'll take you back to Earth after the battle. You are obviously not the hero type." And with that, Penny ran back to rejoin the battle.

Tony stared down at the golden sword in his hands, but all he could see were the guards that had been killed and the many more innocent people that would be killed if evil won. Tony had always hoped that if the time ever came, he could prove himself to be a hero. Instead, he had found that not only did he lack the brains and the brawn to be a hero; he lacked the courage as well. The Toon Master was supposed to go up against an entire evil empire himself and defeat a madman with no regard to the lives of others? Oh, he'd seen countless shows on television with powerful heroes doing just that, but on TV, good always triumphed. No one ever died or was even hurt. And now, did he really think he could fight when he might end up dead just like those guards? His stomach churned at the mere thought of it.

Slowly, Tony turned back toward the palace gates. Once he was back on Earth, he wouldn't have to think about the Toon World ever again.

**Just then, the ground shook as a deep rumbling could be heard coming up over the hill.**

Everyone, good and evil, stopped fighting and turned towards the edge of the hill. Cresting the hill were some of the most vile and deadly looking machines the Stars had ever seen. They were large tanks made of a metal so dark the afternoon sunlight seemed to retreat away from it. At least a half dozen rotating blades as large as a person encircled the base of the tank above treads that looked like they could easily run over a full grown elephant with no problem. On each tank sat a rotating turret that had a barrel ten feet long and two feet in diameter. The noise was unbearable; the Super Stars had to stop fighting and plug their ears as they watched in horror as the deadly machines moved slowly, but relentlessly closer.

"What to you think of our new Blade Tanks?" Smithe asked Penny, who was standing next to him.

"WHAT?" she tried to shout over the noise of the tanks.

"I SAID, WHAT TO YOU THINK OF THE NEW BLADE TANKS?!"

"YOU KNOW A MEW THAT USED TO PLAY PRANKS?"

"NO, NO, I…oh just forget it." Smithe signaled to the tanks. All of them ground to a halt right at the edge of the moat and began to open fire, shooting massive red blasts of energy at the palace. Fortunately, the shield was still holding; the energy blasts would explode in thin air, but never touch the palace. However, the shield was losing energy with every blow. Sooner or later, it would shatter. The Super Stars tried to stop the tanks, but they couldn't get near them because of the blades and their own energy blasts were too weak to penetrate the tank's thick armor.

As the Super Stars struggled to halt the tank's relentless barrage, six figures could be seen coming out of the palace, three on each of the two towers that flanked the front gates.

**Smithe and Max looked up at the palace towers and gasped as…**

Smithe and Max were standing behind the wall of tanks and enjoying the Stars futile attempts to stop them.

**I said, Smithe and Max looked up at the palace towers and gasped!**

"Huh?...Wha?" The two generals glanced around a bit before they actually looked up at the towers.

"GASP!"

**Smithe and Max looked up at the palace towers and gasped as both The Impossibles and The Robotic Stooges appeared to aid their friends.**

At the narrator's word, both teams of superheroes dropped down from the towers and landed behind the tanks, right in front of Smithe and Max.

Multi-Man turned to the Stooges. "You guys see if you can help the Super Stars with the tanks. We'll handle these two."

"You got it," replied Moe. "Come on, you guys." With that, the Stooges zipped off to help the Stars.

The arrival of a half-dozen more heroes seemed to worry Max, but Smithe still had complete confidence that evil would win this day. To him, The Impossibles were mere annoyances, and he was partly right. The heroes knew that with the power of his Black Axe, Smithe was more than a match for them and combined with Max (nervous jittering and all) the trio stood little chance of success. They knew this because they had fought the duo before on their home planet and their impossible strength had not been enough to keep their planet out of Claw's hands. They had been forced to flee then, much to their shame, but this time they would put up a better fight and not let Claw's forces win.

**Coil-Man attempts the impossible.**

"Rally ho!"

Coil-Man fired his spring powered legs and launched himself right at Smithe, fists first. Smithe was too fast though and sidestepped Coil-Man's attack at the last second. He then grabbed Coil-Man by the feet, spun him around and around and finally let go so that he flew right into the palace wall and fell unconscious.

**Fluid-Man attempts the impossible.**

"Rally ho-ho!"

Turning himself into a pillar of water, Fluid-Man took his turn to attack Smithe. He figured that since he was water, both Smithe's axe and the energy blasts from the axe's barrel handle would pass right though him. He could have been right, but he forgot about Max. Emboldened by Smithe's success over Coil-Man, Max summoned the power of his lance and shot a white-hot bolt of lighting at Fluid-Man, stunning him in midair. Fluid-Man reverted to his solid form and dropped limply to the ground.

**Multi-Man attempts the impossible.**

"Rally HO!"

Fueled by anger at the defeat of his comrades, Multi-Man began to multiply himself into copies of himself. He created more copies than he ever had before until he had nearly two hundred copies. The group of Multi-Men immediately split in two; one half charged Smithe while the other half attacked Max. Smithe and Max simply smirked at each other as the Multi-Men armies advanced on them. Smithe switched his axe to blaster mode and shot an energy blast which destroyed the Multi-Men before they had closed even half the distance. Max used the Earth powers of his lance to sink the Multi-Men attacking him into the ground up to their waists, and then shot them all with lightning. Each Multi-Man copy disappeared with a loud pop, just like a balloon, as it was destroyed.

"I think that's all of them," crowed Max.

"Yep," agreed Smithe. "Even…" Smithe suddenly turned and swung his fist into the stomach of the Multi-Man that had sneaked up behind him for a stealth attack. He sank to the ground, clutching his stomach. "…the original. Ha ha."

**At the same time The Impossibles were getting there butts handed to them, The Robotic Stooges were preparing to engage the Blade Tanks.**

"Engage," said Curly. "We haven't even gone on a date yet. Nyuk, nyuk, nyuk."

"Not that kind of engage, lamebrain," said Moe. "We gotta destroy these things before they break through to the palace."

One of the Blade Tanks veered from formation and started rolling toward the Stooges while the rest continued blasting.

"Hey, Moe," moaned Larry, pointing at the oncoming tank. "I think we've been spotted."

"Woo woo woo woo woo woo woo. It's gonna blast us to smitherinies."

Moe raised a finger into the air. "Quick, activate the Master Blaster Contraster."

Larry saluted. "Activating Master Blaster Contraster." He reached into a compartment build into his chest and pulled out a light grey colored bazooka with a funnel instead of a barrel and a curved pipe sticking out of the top that was facing the same direction as the funnel.

"When that overgrown soapbox car fires at us, we'll just redirect the shot right back at it," explained Moe excitedly. All three stooges gathered together and pointed the bazooka-like contraption at the still oncoming tank. "Get ready…get set…"

Instead of firing, the Blade Tank simply rolled over the Stooges.

"Ouch…whoa…hey…"

"Yeow…oh…ow…"

"Hey, watch it… nyah-ah-ah…"

After a minute of rolling back and forth over the Stooges, the tank went back to the firing line, leaving a great pile of assorted Robotic Stooge bits and pieces lying on the ground, including Moe, Larry, and Curly's intact heads.

"Hey, Moe," said Larry. "They didn't shoot at us."

"No kiddin'."

Tony watched all of this from behind one of the only trees left standing by the palace. He still had the Toon Sword and was within sight of the palace gates but it was way too dangerous for him to try for them. A line of Blade Tanks separated him from the gates and Tony wasn't having any difficulty imagining those blades turning him into julienne fries. Besides, he'd be stopped by the shield the same as the agents and if he waited until the shield broke, it be way too late to protect anything in the palace.

**What Tony doesn't know is that a group of M.A.D. agent robots have spotted him and are now surrounding him to capture the Toon Sword.**

Tony looked around and to his horror a circle of M.A.D. agents appeared out of nowhere, totally cutting off any chance of escape. "Oh, great."

Tony grasped the hilt of the Toon Sword so tight in fear his fingers turned white. Each agent raised his right hand which converted into a machine gun, each one pointed at the young teenager. As Tony closed his eyes and tried to remember a prayer from Sunday School, Penny swooped down and grabbed Tony just as the M.A.D. agents fired and riddled themselves with hundreds of laser blasts.

Tony opened his eyes and looked down to see the ground rushing away from his feet. "Oh God, I'm dead. Well, at least I'm going to heaven. So much for Uncle Carl's prediction."

"You're not dead, dummy," said Penny. Tony looked up to see her flying with one hand hanging on to Tony's jacket.

"Hey, thanks. I know I disappointed you, but thanks for saving me," said Tony.

"Don't mention it," replied Penny with a very small grin. "Just because you're not the hero type doesn't mean I want you blown up. But why were you still outside? I told you to get in the palace."

"Uh, did you not notice the giant death machines on your front lawn? I'd be burnt toast before I could ring the palace doorbell," retorted Tony.

"Okay, okay," Penny relented. She continued to fly away from the palace. The grassy plains around the palace were replaced by the buildings and busy streets of Toon Town. "I'm going to find a safe place for you to wait out the battle, then…"

"LOOK OUT!"

Penny turned her head just in time to see a giant red energy blast fill her field of vision. It was a direct hit. Penny and Tony spiraled out of control in a tailspin straight for the ground. Fortunately, they had been over a skyscraper and the fall was short.

"_Confirm direct hit, sir_," came the response from Smithe's walkie-talkie. He had spied Penny flying the young hero wanna-be away from the battle and had directed one of the Blade Tanks to fire an intercept shot.

"Fantastic," said Smithe, obviously proud of him self. He raised a pair of binoculars to his eyes and spied a thin smoke trail leading to the top of the Umpire State Building: an office building that was the historical site where the very first professional baseball umpires hid out from the very first professional baseball lynch mod after a bad call. "They could still be alive up there. Better fire another shot."

The tank started to power up another energy blast when Smithe signaled to wait.

"This is the Princess of Toon World. Give her something special"

"_Understood_."

A compartment on the base of the tank opened and a missile launcher came out carrying a single missile equipped with a Uranium PU 36 Explosive Space Modulator. This model of Modulator was downsized, but it was still capable of blowing an entire city block apart. The tank operator took aim.

"FIRE!"


	4. Chapter 3: A Hero is Born

Tony and Penny had survived the blast, but were not in great shape. Tony seemed to be alright; a little pain, but at least he could move everything. "You know, I could get to like flying, but this falling thing gets old real fast." He stood up slowly so he wouldn't get dizzy. Looking around, Tony could see nothing but sky in all directions. He could see the palace and the hill it sat on, but they were small in the distance. They had to be pretty far away. Taking a few small steps, Tony found himself at the edge of a building looking down at cars and Toons that looked no bigger than matchboxes and ants. Tony retreated quickly before he got vertigo and fell over.

"Uuhh."

Tony looked around and saw Penny lying near the opposite edge of the roof. He hurried over, filled with dread that he might be seeing another dead body today, but to Tony's great relief, Penny was still alive. Barely. Her body was covered with small scrapes and cuts from skidding across the concrete roof. Her breaths came in shallow gasps and her left leg was sticking out from her body at a weird angle.

Tony gentle tapped Penny on the shoulder. "Penny? Penny, wake up. Please, say something."

"Uuhhnn."

"That'll do."

With many more moans, Penny slowly raised herself to a sitting position, but the instant she tried to more her leg, she let out a yelp of pain and collapsed onto her back.

"I think…my leg's broken," gasped Penny through gritted teeth.

"Come on," said Tony. "There's a door over there that must lead to some stairs. Lean on me. We'll get down from here and I'll get you to the nearest doctor." He started to lift Penny up.

"No," said Penny, pushing Tony's hands away. "There's no time. You've got to take the Toon Sword and hide. Max and Smithe will be coming to look for it."

Tony was incredulous. "I'm not going to leave you here alone. Suppose they do come here. You're in no shape to defend yourself."

"And what, you're going to defend me?" scoffed Penny. "What exactly would you do against those two or even a single M.A.D. agent for that matter?"

Tony shrugged his shoulders in a frustrated way. "I don't know, but I do know that I am not going to leave you here for them. You saved my life. I'm not about to abandon you. Now come on." Tony was just starting to reach down again to pick up Penny when they both heard a faint whistling noise in the distance. They both cocked their heads, listening to the strange sound which was quickly growing louder. After a few seconds, Penny recognized the sound. She frantically searched the horizon, finally pointing in the direction of the palace.

"A missile! Headed our way! Quick, get out of here!"

Tony's legs were already carrying him toward the door, but he had barely taken three steps when he abruptly stopped. He turned back towards Penny. "No."

Penny's head snapped up. "No? What do you mean, no?!"

Tony stepped between Penny and the missile, spreading his arms wide to make sure that the missile would hit him and not her. "I'm not going to leave you here."

"Blast it, Tony, don't you understand that this is not one of your Earth cartoons?" Penny tried to push herself up, but the pain in her leg was too much and she slipped back down again. "If that missile hits you, you won't simply get a little singed. You will die!"

"I know," Tony whispered.

Penny was so shocked, all she could do was blink as she stared at him.

"I know I didn't turn out to be the hero you thought I would be. I disappointed you and myself. I always though that if I ever got the chance to be a real super hero I'd be great. But, I'm just a coward and a klutz. Someone needs to stop those monsters down there and since it can't be me, it needs to be you."

Penny yelled at him to get away, to run, but Tony stayed where he was. He felt strangely calm. He though he should be scared (heck, he was about to get blown to pieces), but all his fear had left him. The only thing he felt was a fierce stubbornness. This would make up for his failure earlier. He'd be able to save a true hero who could free the Toon World. Tony closed his eyes and waited for the missile to strike.

BOOM! A huge shock wave rocked Toon Town as fire and smoke engulfed the roof of the building Tony and Penny had been on.

Smithe saw a death black mushroom cloud form over the financial district of Toon Town. He nodded to Max. "Scratch one princess and one Toon Master wanna-be."

"Why you…"

Smithe turned to see Jim leaping towards him with his staff, nimbly dodged the hero's attack just in time, and immediately countered with a blast from his axe that left Jim on the ground, clutching his stomach.

The other heroes were having similar problems. Max managed to pin Tom to the palace walls with a blast of wind from his lance so strong that not even Tom's muscles could fight it. Mary was too busy fighting off a fresh hoard of M.A.D. agents that had come out of the Blade Tanks and although she was still holding her own, she was hopelessly outnumbered. It wouldn't be long until her energy ran out. The Impossibles were still unconscious and the Robotic Stooges were a long way from pulling themselves together. (Curly kept trying to attach Moe's legs to his own body.)

Smithe took all this in at a glance, then calmly and deliberately stepped over Jim and raised his axe to take out yet another Super Star.

Tony had seen the missile coming. He had heard the explosion. He had felt the roof shake from the force of the blast. Despite all that, Tony wasn't sure if he was dead or not. If he was dead, it had been pretty painless so he supposed he should be grateful. On the other hand, he was still breathing (very hard mind you) and his arms were starting to get tired from holding them out his sides, trying to protect Penny from the blast. Even though his eyes were shut tight, Tony could tell there was some kind of bright light nearby. It could have just been sunlight, but there was also humming noise in the air; like the hum you might hear if you put your ear up to a light bulb.

After what must have been only a minute, but felt like hours, Tony felt a hand landing lightly on his shoulder. The touch surprised him so much, his eyes popped open. He looked over his shoulder and saw Penny's face. She had managed to pull herself on to her feet and was leaning heavily on her right leg. She was not looking at Tony; she was glancing around, trying to get her bearings. Tony looked around too. His arms flopped down to his sides and his jaw almost fell to the ground.

The light he had seen earlier was from a large dome that engulfed both teenagers and covered half the roof. At first Tony thought the dome was made of gold, but then he realized he could see through it. Not clearly through it; the outside looked fuzzy as if seen through a glass lens. Tony tentatively reached out toward the dome wall. His shaking hand found the surface smooth and cool. Tony had seen domes like this a hundred times on TV: a force field or shield. The energy in the shield swirled around them like dozens of golden fish.

Still fixated on the shield Tony asked, "Penny, did you make this thing?"

Penny's reply was so quiet Tony almost missed it. "Wasn't me. Look." Penny's face turned upwards. Tony followed her gaze. Above them, at the apex of the dome, was what looked like a bright ball of golden light. Tony and Penny had to squint and shield their eyes; it was like looking into the sun. As soon as they saw it, the light began to dim and the ball slowly lowered, like in Times Square on New Years Eve, until it was at eye level. Only then could they see the light for what it really was: the Toon Sword. It hung there in the air with a faint glowing aura. A beam of light from the tip of the blade was connected to the dome of the shield.

"What the heck is going on?" asked Tony.

Before Penny could answer, someone else did.

_Tony._

He looked around, expecting to see another person on the roof, but there was no one.

_Tony._

Again the mysterious voice spoke and Tony realized that he wasn't hearing the voice so much as feeling the voice, feeling it from somewhere deep down inside him and it seemed familiar.

"Grandpa?"

_ Tony. The Toon World is in danger from an unspeakable and familiar evil. The Toon Sword needs a Master who will wield its power for the betterment of Toon-kind. The Toon Sword has looked deep within and has chosen you to be its Master._

The instant of intense excitement that swelled in Tony was quickly tempered by a shadow of doubt. "I can't be the Toon Master. I was no good before and I was so scared."

_Skills can always be taught, although never underestimate your natural talent. More importantly, you possess the one thing that every hero needs: heart. You proved today that you were willing to sacrifice yourself in order to protect those that cannot protect themselves. A hero must care for the people he protects. All good Toons are the Toon Master's people and you have already begun to care about them, even though you are new to this world. That is why the Toon Sword has chosen to give you its awesome power._

_ But be warned, no matter how much power this sword can give you, there is no guarantee that you will succeed. The path of the hero is dangerous and often deadly, but the rewards are great._

Tony cringed as a river to visions flashed before his eyes. They passed too quickly for him to see exactly what they were, but he was able to glean bits and pieces. He saw himself fighting, sometimes alone, sometimes with others. He saw himself winning. He saw himself failing. He felt the pure joy and gratitude of Toons that he would save and he felt the raw hatred that evil Toons would have for him, including one evil in particular which Tony could not see, but knew was waiting for him.

After the visions, the voice from within him rose up again, but it was different, stronger. Tony still felt his grandfather within it, but now more voices had been added-men and women, young and old. Hundred of voices had become one.

_All this and more lies on the path of the hero. Do you want to take that path? Will you fight until you breathe your last, until all Toons live in freedom and evil is crushed into dust forever?_

It was a very powerful question that carried with it a lifetime of responsibility, but Tony had no doubt as to his answer.

"I will."

_ Then grasp the hilt of your sword and speak aloud the words of power._

Tony's hand never wavered as he reached for the sword. As soon as his hand closed around the hilt, the golden aura from the sword traveled down his arm and surrounded him too. Along with the aura, a surging power and a strong sense of confidence filled Tony to the very brim until it felt like power was going to leak out his ears. The voice inside faded away, but not before uttering six very special words that Tony said as he raised the Toon Sword to the sky.

"BY THE POWER OF TOON WORLD!"

Bolts of lighting flashed from the Toon Sword and engulfed Tony in their radiance, hiding him from view. Power surged throughout his body as he felt himself changing. Penny, who had been silent all this time, looked on with a face full of surprise, wonder, and most of all, hope.


	5. Chapter 4: The Battle is Won

Back at the palace, Smithe was just about to hack Jim in two with his axe.

"I suppose a last request is out of the question?" asked Jim.

"You got that right," said Smithe. He was practically giggling as the axe began its swing, but then a blast of blue energy hit Smithe square in the crest, knocking him away from Jim. Smithe's body armor protected him from some of the blast, but it was so powerful that it was still a few seconds before the general could catch his breath.

He looked up to see Penny helping Jim up. All of her scars and bruises were gone and her leg was no longer broken (not that Smithe ever knew it had been). "You!" said Smithe. "So, you survived. Well you're going to pay for attacking me."

Penny had a big grin on her face. "It wasn't me, Smithe. It was him." She pointed and Smithe looked up into the sky and saw a caped figure hovering over them.

"Who the heck is that?" asked Smithe.

Max had seen Penny still alive and had rushed over to Smithe's side. "Is that Superman? Or maybe Captain Planet?"

"Captain Planet doesn't wear a cape, you idiot," said Smithe. "Who could it be?"

The figure floated down to stand between the two evil generals and the two Super Stars. "Believe it or not, it's just me."

It was Tony, in his new super hero costume. He wore gold colored pants with a red stripe on the outside of each pant leg. His shirt was golden too and had the Toon symbol on it-a red star with a yellow "T" and "M". Gold and red striped sneakers were on his feet and the cape around his neck was a deeper gold that the rest of his outfit. The Toon Sword was resting in a scabbard slung across Tony's back. "The name's Tony, the new resident Toon Master. You may now begin to tremble with fear."

Once he saw the Toon Sword, Max began to panic. "Oh no, Smithe. The Toon Sword chose a master. Oh, Dr. Claw is not going to like this one bit. We are in for it."

"What Claw does know won't hurt us," said Smithe. "This Toon Master is gonna have the shortest term of office in history." Smithe whipped his axe up and fired a full-power energy blast right at Tony. It was a direct hit, but the attack didn't even faze the new super hero. Smithe stared in disbelief.

"The blast should have turned you extra crispy."

"I think your weapon must be defective," said Tony. He drew the Toon Sword and pointed it at Smithe. "But mine works pretty good." The Toon Sword glowed blue for a second and shot a think laser from its tip which hit Smithe in the chest again. Smithe flew backwards and when he landed with a heavy THUMP, he didn't get back up.

"Whoa, baby, what a hit!" said Jim.

"Who's next?" asked Tony, looking right at Max.

"GULP…I guess that's me." Max was visibly shaken by Smithe's defeat, but as much as he feared Tony right then, his fear of Dr. Claw's wrath was greater. It was that fear that made him attack. He extended his lance and discharged the largest lightning bolt he could at Tony. The lightning streaked through the air and struck the ground right at Tony's feet, creating a massive cloud of dust. When the dust settled, Tony was gone.

Jim, Penny, and Max all looked around. It seemed that the lightning had vaporized Tony. "Wow," said Max. "That wasn't so hard." He was starting to get back his confidence. "That guy wasn't so tough."

"What guy?" asked a voice behind Max.

"The new Toon Master, Tony. I destroyed him with just one…" Max turned around and saw Tony standing behind him, perfectly unharmed. He jumped back and started babbling. "Wha…but, you…and there…with the…I didn't."

"Can I get someone to translate? I don't have my Idiot to English dictionary with me."

Max gritted his teeth and unleashed more lightning at Tony, all of which he was able to dodge using his super speed. Max just couldn't keep up and he certainly never saw Tony race right up to him and deliver a super strong uppercut right to his jaw. Max flew up, up, almost out of sight before coming back down and landing on Smithe, who was just starting to get up.

"Urg…Blade Tanks!" grunted Smithe. "Destroy the Toon Master."

Tony glanced at Penny and Jim. "You guys help Tom, Mary, and everyone else. I'll handle these overgrown weed whackers."

Penny started to protest ("There's too many."), but Jim grabbed her arm and puller her over to where Tom was slumped against the palace walls. "It's his first day on the job, Penny. Let the kid have some fun."

Fun is just what Tony was having. With the power of the Toon Sword coursing through his veins, he felt happier that he could ever remember being. His confidence was back too. He felt no fear as the Blade Tanks rumbled towards him, deadly blades whirling and gun barrels pointed right at him. Even though he felt invincible, Tony thought he shouldn't push it too far. He had survived Smithe's attack, but a blast from these tanks was another matter. He better find a way to stop them all at once.

Pointing the Toon Sword at the ground, Tony shouted "EARTH!" A wave of energy radiated out from the sword's tip and traveled through the ground to the tanks. Instantly, a huge crevice opened up right under the tanks. Every tank in the line fell into the opening and a second wave of energy sealed the hole, swallowing the tanks.

The ground was still rumbling. Tony turned and saw three Blade Tanks coming at him from behind. They had planed to blast Tony while he was busy fighting the first line of tanks, but Tony had defeated them too quickly. Summoning his super speed, Tony raced towards the neared tank and grabbed the metal gun barrel. The tank stopped and the barrel starting swinging from side to side, trying to make Tony let go, but he was too strong. Planting his feet on the tank itself, Tony gave a mighty heave and ripped the entire top half of the tank off.

Tony looked down inside the tank and saw several M.A.D. agents sitting at various controls. "Hey, guys. I think you've been cooped up inside too long. You should take up a sport, like golf." Tony rose in the air and swung the half of the tank he was holding like a golf club. "Fore!" He hit the tank and sent it and the agents inside spinning off into the distance. "Not for a guy who never had a lesson in his life."

The last two tanks stopped. Hatches at the rear of each tank opened up and dozens of M.A.D. agents spilled out, surrounding Tony.

"Now this seems familiar," said Tony. "No need to save me again Penny, I'll handle it this time." Tony dropped the tank half and starting spinning in midair. He quickly picked up speed until he was just a blur. Then that blur turned into a tornado that started sucking up all the agents as well as the two remaining tanks. By now, Penny and Jim had revived Tom, Mary, the Impossibles, the Robotic Stooges and a few guards that hadn't been killed and all of them clung to trees as the tornado pulled everything in sight into it. Smithe and Max also tried to escape the tornado by holding onto the ground or in Max's case, holding onto Smithe ("Let go of me!"), but their grip wasn't strong enough and they got sucked into the vortex. With a loud groan, a huge space ship rose up from behind the palace (the ship Smithe and Max had arrived in) and it too was sucked up.

The tornado blew every evil person and machine on that hill up out of the atmosphere and into space. Once they were all gone, the vortex grew smaller and smaller until it was just Tony again, still spinning in midair. Once he stopped spinning, Tony touched the ground near the Super Stars clutching his stomach and holding a hand over his mouth.

"Oh, that's gonna take some getting used to. I wonder if this ever happened to Tornado Man?"

**After recovering from the battle, and after Tony had thrown up three times, everyone was assembled in the palace Throne Room and were congratulating Tony on a job well done.**

Tony, now changed back to his regular form, stood before the King of Toon World who was sitting in his golden throne and looking quite pleased and thoroughly relieved at the outcome of the battle that had raged right outside his doorstep. Tony was also pleased; in fact, he was the happiest he had been since his grandfather was alive. At last, he was living his dream of being a hero and the fact that he was part Toon was an added bonus.

"Tony, it is my privilege to welcome you into the Toon family as the newest Toon Master," said the King. "After your performance today, I am confident that the Toon Sword chose wisely. We will look to you to lead the charge against Dr. Claw's forces and protect those planets that remain free."

Tony bowed his head. "Thank you, Your Majesty. I am honored to help in any way I can. I hope I can live up to your trust."

Tony looked over his shoulder at the Super Stars, also back to their normal forms, who stood in a line directly behind him. They kept nudging each other and wore wide grins. They were all very impressed with the way he had handled his newfound powers.

"You were awesome," said Jim.

"Outstanding control of your powers," remarked Mary.

"What they said," agreed Tom.

"Thanks guys," said Tony. They all looked at Penny, who stood there with her arms crossed and examining Tony like a bug in a box. She hadn't said anything since the conclusion of the battle. She had seemed to be wrestling with some inner problem and after a brief moment, she let a small smile come to her lips.

"You're going to need a lot of training and you still need to curb that attitude, but I agree with everyone. The Toon Sword did pick the right man for the job. You did good." Tony could tell how hard it was for Penny to say that, but he knew that she meant it.

"And, by the way, thank you for saving me up on that roof," said Penny, looking slightly embarrassed.

"Just returning the favor," said Tony, looking equally embarrassed. "Well, I guess I better get back to Earth before Mom and Dad start wondering where I went, but how am I going to get back here if Dr. Claw attacks again?"

"Not to worry," said Mike, steeping out from behind the throne (the King did not like Mike hiding behind there). "I've got a few presents for you before you go." First, he handed Tony what looked like an ordinary silver wristwatch. Looking closely, Tony could see miniature versions of both the symbol of the Toon Master and the Toon World flag on either side of the watch's digital face.

"This communicator will let you keep in contact with the other Super Stars. They'll call you if there's an emergency."

"Toonex," read Tony. "Very nice."

Second, Mike took a small grey remote control from his pocket. It looked just like the one Penny and Tom had used on Earth to create the portal to Toon World, except this controller only had a single button.

"Be really, really, REALLY careful with this Portal Remote. Use it whenever you need to get back to Toon World."

"Thanks," said Tony. He drew the Toon Sword and offered it to Mike, hilt first. "I guess you had better put this back in the lab until I come back."

Mike held up his hands and backed away from the sword. "Sorry, no can do."

"Remember, Tony," said Mary. "Now that you are the Toon Master, only you can touch the Toon Sword."

"It's better if you always have it with you anyway," said the King. "Then, you will always be ready for battle."

"But I can't take this back to Earth with me," said Tony, still holding out the sword. "Going around wearing weapons might be alright here, but humans tend to frown on that sort of thing."

"Not to worry, again," said Mike. He reached behind his back and relieved his third and final gift for Tony. It was a small plain-looking red backpack. "This is a Max-Pack. It's bigger on the inside than the outside and can let you store hundreds of objects before it gets full. Try putting the Toon Sword in it."

Tony took the max-pack and slipped the Toon Sword inside. Even though the sword was longer than the max-pack, it fit completely inside. "Cool. Thanks, Mike."

"This way, the Toon Sword will always be with you if you need it."

"Wow. This thing is better than my locker at school." Tony's head snapped up and his eyes widened. "School! Oh my gosh, I just remembered! I was suspended today! My mom and dad were expecting me home hours ago. I gotta get home. I am gonna be in such trouble."

**And so, the fresh new Super Hero who defeated an entire army of M.A.D. agents and Dr. Claw's two most powerful generals returned to his Earthly home where he was promptly grounded for two weeks. However, there will be more adventures after Tony is allowed out of the house again.**

"Hey, get lost. This is embarrassing enough."

**Toon in next time for another exciting adventure of the Toon Master.**

Well, that's the end of our very first fanfic story. We hope all of you enjoyed it. We look forward to putting up some more and remember, constructive criticism is always appreciated.


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